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Corporate Service - Hong Kong

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Hong Kong Company – Procedure of Members' Voluntary Winding Up

Answer
Q:
How to start members voluntary winding up?
A:
A members voluntary winding up for a company can be carried out once the shareholders agreed to start given that they believe the company will be able to pay all its debts within 12 months after the commencement of the winding up. To start the process, the board of director first required to pass resolutions to convene a general meeting and make a statutory certificate of solvency.

Q:
What is certificate of solvency?
A:
The certificate of solvency signed by all director(s) who mutually formed the opinion that the company will be able to pay its debts in full within a period not exceeding 12 months from the commencement of the winding up with attaching the latest statement of assets and liabilities.

Q:
What is the next procedure of members voluntary winding up? Does the company need an Extra-ordinary General Meeting?
A:
Yes, the members voluntary winding up will be officially started once a special resolution be passed at an Extra-ordinary General Meeting. A liquidator will be appointed that he/she will proceed to wind up the affairs of the company and file the necessary notifications required to Government authorities.

Q:
Does the general meeting need to be held every year?
A: When the liquidation process takes more than a year, the liquidator must hold a general meeting every year to keep the members informed of the winding up process.

Q:
Is there any other documents need to be prepared?
A: Once the company’s affairs are fully wound up, the liquidator must prepare a final account of the winding up, showing how the assets of the company has been disposed and how to distribute to remaining assets to members.

Q:
When the final account needs to be submitted?
A:
The final account must be presented at a final general meeting. The meeting must be called by advertising in the Gazette, one month prior to the scheduled date. A copy of the account, along with a return stating that the final general meeting was held, must be filed to the Companies Registry within one 15 days after the meeting.

Q:
When will the company be officially dissolved?
A:
The company will be dissolved three months after the filing of the final account and return of the final general meeting.

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